General Terms and Conditions of Sale

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PLEASE REVIEW THESE TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING OR USING OUR WEBSITE (THE 'SITE') OR SERVICES. BY CONTINUING TO USE OUR SITE OR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL RELATED POLICIES. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE OUR SITE OR SERVICES.

This Agreement ('Terms') constitutes a legal contract between you (referred to as 'Customer') and ImagoAI Inc. ('ImagoAI', 'we', 'us', or 'our'), a Delaware corporation duly organized and validly existing under the laws of Delaware, with its principal office located at 691 S Milpitas Blvd, Milpitas, California 95035. This Agreement annuls and voids all previous agreements between you and ImagoAI regarding the subject matter herein.
Overview
These Terms govern your access to and use of the Site, as well as the purchase and use of all Products and Services provided by ImagoAI Inc., including but not limited to the Galaxy Mycotoxins Test. By using our Site, purchasing our Products, or engaging our Services, including but not limited to the Galaxy Mycotoxins Test, you agree to be bound by the terms outlined herein.
The Galaxy Mycotoxins Test consists of two main components: an Instrument, sourced from a third-party hardware partner, and proprietary AI Software developed by ImagoAI. These Terms cover various aspects of your interaction with ImagoAI, including the purchase, usage, and support of our Products, as well as important provisions related to data privacy, intellectual property rights, usage restrictions, and limitations of liability. By proceeding with any transactions or use, you acknowledge and agree to comply with the conditions detailed in this Agreement.
1. Applicability As used herein, “ImagoAI” shall mean the entity listed on the document to which these terms are attached and/or referenced. These terms and conditions of sale (these "Terms") are the only terms which govern the sale of hardware, software and consumable products ("Products") and the provision of related services, including but not limited to installation, maintenance, technical support, training, and consulting services ("Services"), by ImagoAI to the customer purchasing the Products ("Customer"). These Terms and the accompanying quotation, sales confirmation, bill of lading, and/or invoice document (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any pre-printed, standard or other terms set forth in (i) Customer’s purchase order or any other document ordering Products, and/or (ii) any third-party procurement platform, which are all hereby rejected and shall be void. Fulfillment of Customer’s order does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms, and Customer’s terms and conditions are expressly rejected. Customer’s acceptance of any quotation is expressly subject to Customer’s assent to these Terms, and Customer's assent to these Terms shall be conclusively presumed from Customer’s submission of its purchase order to ImagoAI.

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1. Delivery of Products
  1. 2.1 Customer’s purchase order shall be binding only upon ImagoAI’s written acceptance or its fulfillment of such purchase order, whichever occurs first.
  2. 2..2 While ImagoAI endeavors to meet estimated delivery dates, all such dates are subject to change based on availability and other factors. ImagoAI reserves the right to make partial shipments and will notify the Customer of any delays. If ImagoAI’s supply of Products is limited, ImagoAI shall have the right to allocate the available supply among its customers in any manner it determines appropriate in its sole discretion.
  3. 2.3 ImagoAI’s delivery obligation for Products is solely to deliver to a loading dock or other external loading point at the address specified on the quotation (the "Delivery Point") using ImagoAI’s standard practices for packaging and shipping. Unless otherwise indicated on ImagoAI’s quotation, all Products are shipped FCA (Incoterms 2010) Shipping Point and Customer is responsible for all transportation, shipping and handling charges added to the invoice. Where Customer furnishes special transportation instructions, any special expense is to be borne by Customer, including any special handling, packaging and additional freight charges. Title to and risk of loss of Products passes to Customer upon shipment at Delivery Point.
  4. 2.4 ImagoAI may, in its sole discretion, without liability or penalty, make partial shipments of Products to Customer, regardless of utility to Customer in the absence of such undelivered portions. Each shipment will constitute a separate sale, and Customer shall pay for Products shipped whether such shipment is in whole or partial fulfillment of Customer’s purchase order.
  5. 2.5 In the event that any Products delivered to the Customer are identified as non-conforming ("Non-Conforming Products"), the Customer must notify ImagoAI within 30 days of delivery. ImagoAI will, at its sole discretion, either replace the Non-Conforming Products or issue a refund. If ImagoAI opts to replace the Non-Conforming Products, the Customer agrees to return the Non-Conforming Products at ImagoAI’s expense. Refunds will be processed within 7 days after ImagoAI receives the returned Non-Conforming Products and determines that they are indeed non-conforming. ImagoAI retains the final authority to determine whether Products are non-conforming.
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1. Inspection, Acceptance and Return of Products
  1. 3.1 Upon receipt, Customer must inspect Products within five (5) business days (the 'Inspection Period') to ensure they conform to ImagoAI's published specifications and meet the standards required under relevant consumer protection laws, including being of satisfactory quality and fit for purpose. Customer must notify ImagoAI in writing of any Nonconforming Products, defined as items that do not match the specifications in the Customer's order or are visibly damaged. "Nonconforming Products" means only the following: (i) Product shipped is different than specified on the Customer’s purchase order; or (ii) Product is visibly damaged. Customer will be deemed to have accepted Products unless it notifies ImagoAI as indicated herein and furnishes evidence as required by ImagoAI. If a Customer receives Products where defects or nonconformities are not apparent upon initial examination or are not discovered until after the Inspection Period has passed, such Products shall be subject to the warranty set forth in Section 7 below.
  2. 3.2 If Customer notifies ImagoAI of any Nonconforming Products in writing within the Inspection Period, ImagoAI shall, in its sole discretion, (i) replace such Nonconforming Products, or (ii) credit or refund the payments made for such Nonconforming Products. ImagoAI will provide to Customer a return authorization number that must be included with the return packaging for a return to be accepted. Customer shall ship, at ImagoAI’s expense, Nonconforming Products to the facility designated by ImagoAI. If ImagoAI exercises its option to replace Nonconforming Products, ImagoAI shall, after receiving Customer’s shipment of Nonconforming Products, ship to Customer the replaced Products to the Delivery Point. Customer acknowledges and agrees that the remedies set forth in this Section are Customer’s exclusive remedies for the delivery of Nonconforming Products. Customer will be liable for restocking charges in the event Products are returned to ImagoAI which are not Nonconforming Products.
  3. 3.3 Except as provided in this Agreement, Customer has no right to return Products to ImagoAI.
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1. Prices Customer shall purchase Products from ImagoAI at the price(s) set forth in ImagoAI's quotation, or if no price has been quoted, then at the published list price in effect as of the date of acceptance of Customer's purchase order. Prices are subject to adjustment on account of specifications, quantities, raw materials, cost of production, shipment arrangements (including without limitation, shipping outside of the country of original delivery), Customer’s delays in delivery, or other terms that were not part of the original quotation. If Customer requests shipment to a country other than the country originally requested, and if ImagoAI elects not to cancel the order (which ImagoAI may do in its sole discretion), ImagoAI’s applicable surcharge for the actual country of delivery shall be added to the price.

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1. Taxes All prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by the Customer. The Customer shall be responsible for all such charges, costs and taxes; provided, however, that Customer shall not be responsible for any taxes imposed on, or with respect to, ImagoAI's income. If a Customer claims that a transaction is not subject to any tax, Customer is exempt, or ImagoAI is not required to collect any tax, Customer shall provide ImagoAI with any documentation necessary to support such a claim.

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1. Payment Terms Unless specified otherwise in the applicable quotation or agreement, Customer shall remit full payment for all invoiced amounts within thirty (30) days from the invoice date. Accepted payment methods include wire transfer and cheque. All payments must be made in U.S. dollars unless otherwise agreed in writing. In the event of late payment, ImagoAI reserves the right to charge interest on the overdue amount at the rate of 1.5% per month, or the maximum rate permitted by law, whichever is lower, compounded monthly. Additionally, ImagoAI may suspend further deliveries or services until all outstanding amounts have been paid in full. The Customer shall be responsible for all costs of collection, including reasonable attorneys' fees and expenses, incurred by ImagoAI in enforcing its rights under this section.

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1. 1. Limited Warranty
    1. ImagoAI provides the following limited warranties on its Products, subject to the exclusions listed below. Warranty claims must be submitted during the Warranty Period. Remedies may include repair, replacement, or refund, at ImagoAI's discretion.
    2. 7.1 Instruments. ImagoAI warrants that its instrument Products will substantially conform to ImagoAI's published specifications in effect as of the date of shipment and will be free from defects in materials and workmanship, when subjected to normal, proper and intended usage, except that no warranty is provided for any used, refurbished or previously owned Products. Unless a different period is specified in the applicable quotation, the Warranty Period shall be two (2) years from the date of shipment to Customer. This warranty applies only to Products within the country of original delivery. Products transferred outside the country of original delivery, either by ImagoAI at the direction of Customer or by Customer's actions subsequent to delivery, may be subject to additional charges prior to warranty repair or replacement of such Products based on the actual location of such Products and ImagoAI's warranty and/or service surcharges for such location(s).
    3. 7.2 Software & Firmware. ImagoAI warrants that Software (whether embedded in a Product or licensed separately) and firmware will substantially contain the functionality described in ImagoAI’s program manuals and, when properly installed and operated on a computer meeting the specifications specified therein, will substantially perform in accordance therewith; provided, however, that ImagoAI does not warrant that the operation of the processor, Software or firmware will be uninterrupted or error-free. The Warranty Period shall be for ninety (90) days from the date of delivery.
    4. 7.3 Exclusions. The following are excluded from the warranties in Sections 7.1 through 7.3:
    5. 7.3.1 A Product's loss, damage, defect or failure to perform due to: (i) any installation, modification, calibration, repair, or servicing of the Product, including but not limited to modifications, repairs to or servicing of any hardware, firmware or Software incorporated in or connected to the Product, not performed by ImagoAI or a third party authorized by ImagoAI; (ii) any accidents occurring at Customer’s site, including but not limited to, those caused by flood, fire, or other acts of nature; (iii) the negligence or willful misconduct of Customer or a third party; (iv) any movement of a Product to a location other than the location of original installation, unless such move is performed by ImagoAI; (v) improper or inadequate maintenance; (vi) Customer or third party supplied hardware, software, interfaces, reagents, parts, consumables or other supplies; (vii) any combination or use of the Products with any incompatible equipment or ancillary products that may be connected to such Products; (viii) use or operation of a Product: (a) outside of the applicable Product specifications, or (b) inconsistent with the user manual provided with the Product; or (ix) improper site preparation.
    6. 7.3.2 ImagoAI provides no warranties on any third party manufactured products. To the extent legally permissible, ImagoAI will pass through to the Customer any warranties provided by a third party manufacturer.
    7. 1. 7.4 Remedies.
        7.4.1 ImagoAI shall not be liable for breach of the warranties set forth in Sections 7.1 through 7.3 unless: (i) Customer gives prompt written notice and a reasonable description of the defective Products to ImagoAI during the Warranty Period; (ii) if applicable, ImagoAI is given a reasonable opportunity after receiving the notice to examine such Products and Customer (if requested by ImagoAI) returns such Products to ImagoAI's place of business at ImagoAI's cost for the examination to take place there; and (iii) ImagoAI reasonably verifies Customer's claim that the Products are defective.
        7.4.2 As Customer's sole and exclusive remedy for breach of the warranties in Sections 7.1 through 7.3, ImagoAI agrees either to repair or replace, at ImagoAI's sole option, any part or parts of such Products or Software which prove(s) to be defective within the applicable Warranty Period. Alternatively, ImagoAI may at any time, in its sole discretion, elect to discharge its warranty obligations hereunder by accepting the return of any defective Product or Software pursuant to the terms set forth herein and refunding the purchase price paid by Customer, prorated over the lifetime of the Product or Software license term.
        7.4.3 The remedies set forth above shall be customer's sole and exclusive remedies and ImagoAI’s entire liability for any breach of the limited warranties set forth in sections 7.1 through 7.3
        7.5 Disclaimer. Except As Set Forth Above And To The Maximum Extent Permissible Under Applicable Law, ImagoAI Expressly Disclaims And Makes No Other Warranties Whatsoever With Respect To Products And Software, Including Without Limitation, Any Warranty (A) Of Merchantability; (B) Of Fitness For A Particular Purpose; Or (C) Against Infringement Of Intellectual Property Rights Of A Third Party, Whether Express Or Implied By Law, Course Of Dealing, Course Of Performance, Usage Of Trade Or Otherwise. Further, ImagoAI Does Not Warrant That The Functions Contained In The Software Will Meet Customer's Requirements, Or That The Operation Of The Software Will Be Uninterrupted Or Error-Free, Or That Defects In The Software Will Be Corrected.
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        8. Infringement Indemnification ImagoAI shall indemnify Customer from and against any claim, suit, action, or proceeding brought against Customer by a third party to the extent it is based on an allegation that a Product directly infringes any patent, copyright, trademark, or other proprietary right enforceable in the country in which the Product is delivered to Customer, or misappropriates a trade secret in such country (a “Claim”). Indemnification for a Claim shall consist of the following: ImagoAI shall (a) defend or settle a Claim at its own expense, and (b) pay any judgments finally awarded against Customer under a Claim or any amounts assessed against Customer in any settlements of a Claim. ImagoAI’s obligations under this Section are conditioned upon Customer (i) giving prompt written notice of a Claim to ImagoAI, (ii) permitting ImagoAI to retain sole control of the investigation, defense or settlement of a Claim, and (iii) providing ImagoAI with such cooperation and assistance as ImagoAI may reasonably request from time to time in connection with the investigation, defense or settlement of a Claim. Notwithstanding the foregoing, ImagoAI shall not settle any Claim on any terms or in any manner that would (i) require Customer to make a payment which ImagoAI is not obligated by this Agreement to pay on behalf of Customer, or (ii) require Customer to make any admission against its interest, without Customer’s express written consent. Notwithstanding the foregoing, ImagoAI shall have no obligation hereunder to defend Customer against any Claim (a) resulting from use of the Product other than as authorized in this Agreement, (b) resulting from a modification of the Product other than by ImagoAI, (c) based on Customer’s use of the Product after ImagoAI recommends discontinuation because of possible or actual infringement, (d) based on designs, specifications or modifications communicated by Customer which ImagoAI satisfied, (e) based on Customer’s use of a superseded or altered release of Software if the infringement would have been avoided by use of a current or unaltered release of e Software made available to Customer, or (f) to the extent such Claim arises from or is based on use of the Product with other products, services, or data not supplied by ImagoAI if the infringement would not have occurred but for such use. If, as a result of a Claim, Customer must stop using any Product (“Infringing Product”), ImagoAI shall at its expense and option either (1) obtain for Customer the right to continue using the Infringing Product, (2) replace the Infringing Product with a functionally equivalent non-infringing product, (3) modify the Infringing Product so that it is non-infringing, or (4) accept the return of the Infringing Product and refund the purchase price paid for the Infringing Product, pro-rated over a sixty (60) month period from the date of initial delivery of such Product and less a reasonable amount for use, damage or obsolescence.
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      1. 9. Limitation of Liability
      2. 9.1 Limitation on Types of Damages. ImagoAI Inc. shall not be liable to the Customer or any third party for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or use, even if such damages were foreseeable or if ImagoAI had been advised of the possibility of such damages.
        9.2 Cap on Liability. ImagoAI's total cumulative liability arising out of or in connection with any product, service, or agreement shall not exceed the total amount paid by the Customer to ImagoAI for the specific product or service that gave rise to the claim.
        9.3 Applicability. The limitations and exclusions set forth in this Section 8 shall apply to all causes of action, including but not limited to breach of contract, negligence, strict liability, misrepresentation, and other torts, and shall apply only to the extent permitted by applicable law.
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      3. 10. Data Privacy
      4. ImagoAI Inc. is committed to protecting your privacy. This section describes how we collect, use, share, and protect your personal data in compliance with the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA).
      5. 10.1 Data Collection: We collect personal data that you provide directly, such as your name, email address, and payment details. We also automatic conform ally collect certain information like your IP address and browsing behavior.
      6. 10.2 Use of Data: Your data is used to process orders, provide customer support, improve our services, and communicate with you. We may also use it to comply with legal obligations and protect our rights.
      7. 10.3 Data Sharing: We do not sell your personal data. We may share it with service providers for operational purposes, with legal authorities if required, or as part of a business transfer. Your data will only be shared with your consent or as necessary for the above purposes.
      8. 10.4 Data Security: We implement security measures to protect your data from unauthorized access. However, no online transmission or storage is completely secure.
      9. 10.5 Data Storage: We retain your personal data only for as long as necessary to fulfill the purposes for which it was collected or to comply with legal requirements. Once data is no longer needed, it is securely deleted or anonymized.
      10. 10.6 Your Rights.
      11. a. GDPR- European Economic Area residents can access, correct, delete, or restrict their data and have the right to data portability and to object to processing.
      12. b. CCPA California residents can request information about data collection, request data deletion, and opt-out of data sales, though we do not sell personal data.
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      14. For more details on how we handle your data, please review our Privacy Policy and Cookie Policy.
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      16. 11. Miscellaneous
      17. 11.1 No Reverse Engineering. The Customer agrees not to, nor permit any third party to, directly or indirectly engage in any illegal activities, harassment, copyright infringement, disassemble, decompile, decrypt, extract, reverse engineer, tamper with, or otherwise attempt to discover or derive the source code, underlying ideas, algorithms, file formats, programming, or interoperability interfaces of any part of the Products, software, or services provided by ImagoAI Inc. Any such prohibited activities are strictly forbidden and constitute a material breach of these Terms and Conditions. ImagoAI Inc. reserves the right to pursue all available legal and equitable remedies in the event of such a breach. This prohibition applies regardless of whether the attempt is made for personal use, for use by others, or for any other purpose, including but not limited to developing competing products or services. Any breach of this prohibition will result in immediate termination of this Agreement and may lead to legal action for damages and injunctive relief. The Customer shall be liable for all costs, including legal fees, arising from such breach, and ImagoAI retains the right to seek both compensatory and punitive damages.
      18. 11.2 Distribution & Use Restrictions. Products sold hereunder are being provided to the Customer as the end-user. Customer is not permitted to purchase Products for resale. Further, and without limiting the foregoing, Customer shall not (i) transfer, sell, or otherwise distribute Products to any third party, whether alone or in combination with other materials, (ii) modify Products for resale, or (iii) use Products to manufacture commercial products, in each case without prior written approval from ImagoAI.
      19. 11..3 Compliance with Law. Each party shall comply with all applicable laws, regulations and ordinances in performing its obligations under this Agreement. Each party shall maintain in effect all licenses, permissions, authorizations, consents and permits needed to carry out its obligations under this Agreement. Customer acknowledges that the Products and related technical information are subject to the applicable U.S. export control regulations and Customer shall comply with all applicable restrictions and prohibitions on sale, transfer, export, shipment or other supply of Products, directly or indirectly, to any person, entity or country, or for any activity. Customer shall provide to ImagoAI any documentation necessary for shipment of Products to the Delivery Point.
      20. 11.4 Cancellation. Unless otherwise stated on the quotation, all orders once placed are non-cancellable, unless ImagoAI consents to such cancellation in writing. ImagoAI reserves the sole discretion to approve or deny cancellation requests. If ImagoAI consents to a cancellation, the Customer will be responsible for any applicable cancellation and/or restocking charges as determined by ImagoAI.
      21. 11.5 Waiver. No waiver by either party of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by such party.
      22. 11.6 Force Majeure. Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder) when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of the impacted party, including, without limitation: acts or omissions of the other party; acts of God, including flood, fire, earthquake, or explosion; mandatory or voluntary compliance with governmental regulations, requests, or actions; war, invasion or hostilities (whether war is declared or not); terrorist threats or acts, riot, or other civil unrest; national emergency; revolution or insurrection; epidemic; lockouts, strikes or other labor disputes (whether or not relating to either party's workforce); restraints or delays affecting carriers; inability or delay in obtaining raw materials or supplies of adequate or suitable quality; or telecommunication breakdown or power outage.
      23. 11.7 Intellectual Property. All intellectual property rights, including patents, trademarks, copyrights, and trade secrets, related to the technology, software, or materials provided under this Agreement remain exclusively with ImagoAI. The Customer acknowledges that no rights or licenses are granted by this Agreement except as expressly stated. The Customer agrees not to use, reproduce, or distribute ImagoAI's intellectual property without prior written consent from ImagoAI.
      24. 11.8 Confidentiality. The Customer agrees to maintain the confidentiality of all confidential information disclosed by ImagoAI. This includes taking all reasonable measures to protect such information from unauthorized disclosure or use. Confidential information shall not be disclosed to any third party without the prior written consent of the ImagoAI and shall only be used for the purposes explicitly permitted under this Agreement. The obligations of confidentiality shall survive the termination or expiration of this Agreement.
      25. 11.9 Assignment. Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of ImagoAI. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves the Customer of any of its obligations under this Agreement.
      26. 11.10 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
      27. 11.11 Severability, Amendment and Modification. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement, nor shall it invalidate or render unenforceable such term or provision in any other jurisdiction. This Agreement may only be amended or modified through a written document that explicitly states it amends these Terms and is signed by authorized representatives of both parties. Any oral statements or prior written material not specifically incorporated herein shall not have any force or effect.
      28. 11.12 Governing Law and Jurisdiction. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of Delaware, without giving effect to any choice or conflict of law provisions thereof. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal or state courts of the Delaware, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The parties expressly agree to waive application of the United Nations Convention on Contracts for the International Sale of Goods.
      29. For any questions or disputes regarding these terms and conditions, please contact us at: info@imagoai.com
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    1. Effective January 20th 2021